Common use of Indemnification by Holdco Clause in Contracts

Indemnification by Holdco. Subject to Section 11.4, from and after the Closing, Holdco shall indemnify and hold harmless Time Warner Cable from and against any and all Losses suffered by Time Warner Cable (which shall be deemed to include any Losses suffered by Time Warner Cable or its Affiliates, or by its or their respective officers, directors, employees, agents or representatives, or any Person claiming by or through any of them, as the case may be), from and against any and all Losses arising out of or resulting from: (a) any representations and warranties made by Comcast Trust or Comcast Subsidiary in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a party not being true and accurate in all respects, when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as of such date); (b) any failure by Comcast Trust, Comcast Subsidiary or, after Closing, Holdco, to perform in all respects any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a Party; (c) the Assumed Liabilities and the Holdco Transaction Liabilities; (d) other than with respect to the Excluded Liabilities, the ownership and operation of the Transferred Systems or the Transferred Assets after the Closing; (e) other than with respect to the Excluded Liabilities, any Transferred Asset or any claim or right or any benefit arising thereunder held by Time Warner Cable for the benefit of Holdco pursuant to Section 2.1(e). If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Time Warner Cable or any other Indemnitee under this Section, in addition to any indemnity obligation of Holdco under this Section, Holdco shall furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Time Warner Cable of notice thereof.

Indemnification by Holdco. Subject Holdco agrees to Section 11.4, from and after the Closing, Holdco shall indemnify and hold harmless Time Warner Cable from each Investor and against any each other holder of Registrable Securities, and all Losses suffered by Time Warner Cable (which shall be deemed to include any Losses suffered by Time Warner Cable or its Affiliates, or by its or each of their respective officers, employees, affiliates, directors, employeespartners, agents members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or representativesSection 20 of the Exchange Act) (each, or any Person claiming by or through any of them, as the case may bean “Investor Indemnified Party”), from and against any and all Losses expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or resulting from: based upon any untrue statement (aor allegedly untrue statement) any representations and warranties made by Comcast Trust or Comcast Subsidiary in this Agreement or of a material fact contained in any Transaction Document Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (other than the Tax Matters Agreementor alleged omission) to which state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Holdco of the Securities Act or any rule or regulation promulgated thereunder applicable to Holdco and relating to action or inaction required of Holdco in connection with any such Person registration; and Holdco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that Holdco will not being true and accurate be liable in all respectsany such case to the extent that any such expense, when loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or at Closing (orsummary prospectus, or any such amendment or supplement, in the case of any representation or warranty made as of a specific date, as of such date); (b) any failure by Comcast Trust, Comcast Subsidiary or, after Closing, reliance upon and in conformity with information furnished to Holdco, to perform in all respects writing, by such selling holder expressly for use therein. Holdco also shall indemnify any Underwriter of its covenantsthe Registrable Securities, agreementstheir officers, or obligations affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a Party; (c) the Assumed Liabilities and the Holdco Transaction Liabilities; (d) other than with respect to the Excluded Liabilities, the ownership and operation of the Transferred Systems or the Transferred Assets after the Closing; (e) other than with respect to the Excluded Liabilities, any Transferred Asset or any claim or right or any benefit arising thereunder held by Time Warner Cable for the benefit of Holdco pursuant to Section 2.1(e). If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Time Warner Cable or any other Indemnitee under this Section, in addition to any indemnity obligation of Holdco under this Section, Holdco shall furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Time Warner Cable of notice thereof4.1.

Indemnification by Holdco. Subject to Section 11.4, from and after the Closing, Holdco shall indemnify and hold harmless Time Warner Cable from and against any and all Losses suffered by Time Warner Cable (which shall be deemed to include any Losses suffered by Time Warner Cable or its Affiliates, or by its or their respective officers, directors, employees, agents or representatives, or any Person claiming by or through any of them, as the case may be), from and against any and all Losses arising out of or resulting from: (a) any representations and warranties made by Comcast Trust or Comcast Subsidiary in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a party Party not being true and accurate in all respects, when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as of such date); (b) any failure by Comcast Trust, Comcast Subsidiary or, after Closing, Holdco, to perform in all respects any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a Party; (c) the Assumed Liabilities and the Holdco Transaction Liabilities; (d) other than with respect to the Excluded Liabilities, the ownership and operation of the Transferred Systems or the Transferred Assets after the Closing; (e) other than with respect to the Excluded Liabilities, any Transferred Asset or any claim or right or any benefit arising thereunder held by Time Warner Cable for the benefit of Holdco pursuant to Section 2.1(e). If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Time Warner Cable or any other Indemnitee under this Section, in addition to any indemnity obligation of Holdco under this Section, Holdco shall furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Time Warner Cable of notice thereof.

Indemnification by Holdco. Subject to Section 11.412.4, from and after the Closing, Holdco shall indemnify and hold harmless Time Warner Cable TWE from and against any and all Losses suffered by Time Warner Cable TWE (which shall be deemed to include any Losses suffered by Time Warner Cable TWE or its Affiliates, or by its or their respective officers, directors, 79 employees, agents or representatives, or any Person claiming by or through any of them, as the case may be), from and against any and all Losses arising out of or resulting from: (a) any representations and warranties made by Comcast Trust or Comcast Subsidiary in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a party not being true and accurate in all respects, when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as of such date); (b) any failure by Comcast Trust, Comcast Subsidiary or, after Closing, Holdco, to perform in all respects any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a Party; (c) the Assumed Liabilities and the Holdco Transaction Liabilities; (d) other than with respect to the Excluded Liabilities, the ownership and operation of the Transferred Systems or the Transferred Assets after the Closing; (e) other than with respect to the Excluded Liabilities, any Transferred Asset or any claim or right or any benefit arising thereunder held by Time Warner Cable TWE for the benefit of Holdco pursuant to Section 2.1(e)2.1(d) . If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Time Warner Cable TWE or any other Indemnitee under this Section, in addition to any indemnity obligation of Holdco under this Section, Holdco shall furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Time Warner Cable TWE of notice thereof.

Indemnification by Holdco. Subject to Section 11.4, from and after the Closing, Holdco shall indemnify and hold harmless Time Warner 89 Cable from and against any and all Losses suffered by Time Warner Cable (which shall be deemed to include any Losses suffered by Time Warner Cable or its Affiliates, or by its or their respective officers, directors, employees, agents or representatives, or any Person claiming by or through any of them, as the case may be), from and against any and all Losses arising out of or resulting from: (a) any representations and warranties made by Comcast Trust or Comcast Subsidiary in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a party not being true and accurate in all respects, when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as of such date); (b) any failure by Comcast Trust, Comcast Subsidiary or, after Closing, Holdco, to perform in all respects any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a Party; (c) the Assumed Liabilities and the Holdco Transaction Liabilities; (d) other than with respect to the Excluded Liabilities, the ownership and operation of the Transferred Systems or the Transferred Assets after the Closing; (e) other than with respect to the Excluded Liabilities, any Transferred Asset or any claim or right or any benefit arising thereunder held by Time Warner Cable for the benefit of Holdco pursuant to Section 2.1(e2.1(d). If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Time Warner Cable or any other Indemnitee under this Section, in addition to any indemnity obligation of Holdco under this Section, Holdco shall furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Time Warner Cable of notice thereof.

Indemnification by Holdco. Subject to Section 11.4HOLDCO will indemnify, from defend and after the Closing, Holdco shall indemnify and ------------------------- hold harmless Time Warner Cable from LOOKSMART, its parents, subsidiaries, affiliates, and against each of their respective successors and permitted assigns, directors, officers, employees, representatives, agents, consultants, and contractors (herein, "LOOKSMART Indemnitees") in respect of any and all Losses suffered by Time Warner Cable losses, claims, suits, proceedings, liabilities, causes of action, damages, costs, expenses (which shall be deemed to include any Losses suffered by Time Warner Cable or its Affiliates, or by its or their respective officers, directors, employees, agents or representatives, or any Person claiming by or through any of them, as the case may be), from including reasonable attorneys' fees and against any and all Losses expenses) arising out of or resulting from: relating to any third party claim on the issue of infringement or alleged infringement of such third-party's Intellectual Property Rights, to the extent arising out of or relating to any modifications or developments made by HOLDCO or its customers to the Licensed Databases or the LOOKSMART Technology (a"HOLDCO Modifications"), but excluding any claim arising from or related to any URL Content that is contained in the HOLDCO Modifications. HOLDCO shall have sole control of the defense of any such action and any settlement negotiations, and HOLDCO agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against LOOKSMART Indemnitees on such issue in any such suit or proceeding. LOOKSMART agrees to notify HOLDCO promptly in writing of such claim, suit or proceeding and to give HOLDCO authority to proceed as contemplated herein, and, at HOLDCO's expense, give HOLDCO information and assistance reasonably necessary to settle and/or defend any such claim, suit or proceeding. The foregoing indemnification obligations shall not apply to the extent that (i) any representations infringement arises from any combination, method or process in which any of the HOLDCO Modifications may be used but not covering the HOLDCO Modifications when used alone, including without limitation any infringement arising from the use in combination with software belonging to third parties, regardless of whether such software may be necessary to the use or modification of, or compatible with, the HOLDCO Modifications; and warranties made (ii) any infringement arises from the failure of LOOKSMART to implement any changes to the HOLDCO Modifications within a reasonable period, if the infringement would have been avoided by Comcast Trust or Comcast Subsidiary in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a party not being true and accurate in all respects, when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as use of such date); (b) any failure by Comcast Trustchanges; provided, Comcast Subsidiary orhowever, after Closing, Holdco, to perform in all respects any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a Party; (c) the Assumed Liabilities and the Holdco Transaction Liabilities; (d) other than that with respect to any changes that HOLDCO notifies LOOKSMART in writing are made as a result of a potential or existing infringement claim, such changes shall be implemented on an expedited basis including take-down of any potentially infringing material from LOOKSMART's own servers within 48 hours after written notice from HOLDCO. The foregoing provisions of this Section 6(d) state the Excluded Liabilities, obligations of HOLDCO and the ownership and operation exclusive remedy of the Transferred Systems or the Transferred Assets after the Closing; (e) other than LOOKSMART with respect to any alleged infringement of patents, copyrights, trademarks or other intellectual property rights by the Excluded Liabilities, any Transferred Asset or any claim or right or any benefit arising thereunder held by Time Warner Cable for the benefit of Holdco pursuant to Section 2.1(e). If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Time Warner Cable or any other Indemnitee under this Section, in addition to any indemnity obligation of Holdco under this Section, Holdco shall furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Time Warner Cable of notice thereofHOLDCO Modifications.

Indemnification by Holdco. Subject to Section 11.4, from and after the Closing, Holdco shall indemnify and hold harmless Time Warner Cable from and against any and all Losses suffered by Time Warner Cable (which shall be deemed to include any Losses suffered by Time Warner Cable or its Affiliates, or by its or their respective officers, directors, employees, agents or representatives, or any Person claiming by or through any of them, as the case may be), from and against any and all Losses arising out of or resulting from: (a) any representations and warranties made by Comcast Trust or Comcast Subsidiary in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a party not being true and accurate in all respects, when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as of such date); (b) any failure by Comcast Trust, Comcast Subsidiary or, after Closing, Holdco, to perform in all respects any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a Party; (c) the Assumed Liabilities and the Holdco Transaction Liabilities; (d) other than with respect to the Excluded Liabilities, the ownership and operation of the Transferred Systems or the Transferred Assets after the Closing; (e) other than with respect to the Excluded Liabilities, any Transferred Asset or any claim or right or any benefit arising thereunder held by Time Warner Cable for the benefit of Holdco pursuant to Section 2.1(e2.1(d). If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Time Warner Cable or any other Indemnitee under this Section, in addition to any indemnity obligation of Holdco under this Section, Holdco shall furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Time Warner Cable of notice thereof.

Indemnification by Holdco. Subject to Section 11.412.4, from and after the Closing, Holdco shall indemnify and hold harmless Time Warner Cable TWE from and against any and all Losses suffered by Time Warner Cable TWE (which shall be deemed to include any Losses suffered by Time Warner Cable TWE or its Affiliates, or by its or their respective officers, directors, employees, agents or representatives, or any Person claiming by or through any of them, as the case may be), from and against any and all Losses arising out of or resulting from: (a) any representations and warranties made by Comcast Trust or Comcast Subsidiary in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a party not being true and accurate in all respects, when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as of such date); (b) any failure by Comcast Trust, Comcast Subsidiary or, after Closing, Holdco, to perform in all respects any of its covenants, agreements, or obligations in this Agreement or in any Transaction Document (other than the Tax Matters Agreement) to which such Person is a Party; (c) the Assumed Liabilities and the Holdco Transaction Liabilities; (d) other than with respect to the Excluded Liabilities, the ownership and operation of the Transferred Systems or the Transferred Assets after the Closing; (e) other than with respect to the Excluded Liabilities, any Transferred Asset or any claim or right or any benefit arising thereunder held by Time Warner Cable TWE for the benefit of Holdco pursuant to Section 2.1(e2.1(d). If, by reason of the claim of any third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Time Warner Cable TWE or any other Indemnitee under this Section, in addition to any indemnity obligation of Holdco under this Section, Holdco shall furnish a bond sufficient to obtain the prompt release thereof within 10 days after receipt from Time Warner Cable TWE of notice thereof.